Swiggy Caps Foreign Ownership At 49.5% To Become Indian-Owned, Controlled Company

In continuation to its attempt at becoming an Indian owned and controlled company (IOCC) Swiggy’s board has approved a proposal of capping its aggregate foreign ownership at 49.5%. The company would now be seeking shareholder approval for the move.

If approved, the move would enable Swiggy to qualify as an IOCC under the Foreign Exchange Management Act (FEMA). Notably, the company has seen an improvement in its domestic shareholding in recent times.

Earlier this month, Swiggy had disclosed that its aggregate foreign ownership had declined to 49.76%.

To complete the move, it is also reattempting to amend its Articles of Association (AoA) by removing certain existing individual and institutional nomination rights, introducing revised nomination rights for specified resident individuals, and clarifying the conditions governing the exercise and cessation of these rights.

Separately, the board also approved a proposal to reclassify the company’s authorised preference share capital into authorised equity share capital, without changing its overall authorised share capital.

Swiggy’s IOCC Quest

The IOCC status is expected to pave the way for Swiggy to shift its quick commerce arm, Instamart, to an inventory-led model from its current marketplace model. Under this structure, Instamart would directly procure products from brands and sell them on its platform, replacing the operating revenue of Instamart with the total net sales achieved from the platform.

As evident by Blinkit’s growth trajectory post the shift to the model, the move will help elevate margins for Instamart significantly and in turn help the company control its net burn.

The proposal marks Swiggy’s latest attempt to align its ownership and governance structure after shareholder concerns over board control emerged earlier this year. It had sought their approval earlier this year in May to amend its AoA so that governance would comply with IOCC requirements.

However, the proposal secured only 72.36% of shareholder votes, below the 75% needed for a special resolution, forcing the company to abandon the proposal.

Shortly afterwards, the company signalled that it was working “constructively with all its shareholders to address their concerns and achieve a positive outcome”.

In an exchange filing, Swiggy said that becoming an IOCC remains an important long-term objective and is aligned with the direction taken by “comparable companies” in India. It added that the move is expected to create long-term shareholder value.

The company had been engaging with shareholders and other stakeholders to evaluate any future structural or strategic steps through “lawful, transparent and shareholder-aligned processes”.

Important to highlight that the move has been in the works for over a year. In May 2025, Swiggy launched a standalone Instamart app to establish an independent consumer brand for its quick commerce business. A few months later, it hived off Instamart into a step-down subsidiary, a restructuring widely seen as laying the groundwork for an eventual transition to the inventory-led model.

The reattempt comes in the run up to Swiggy disclosing its financial performance for the quarter ended June (Q1 FY27) on July 30. The company has witnessed significant burn in recent times.

The company’s burn for the fiscal year FY26 swelled 33% to ₹4,154 Cr from ₹3,117 Cr in the previous year. Operating revenue during the fiscal under the review rose 50.8% to ₹23,053 Cr from ₹15,227 Cr in FY25.

Shares of Swiggy ended today’s trading session 0.74% lower at ₹261.60 on the BSE.

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